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WASHINGTON, D.C. -- The Department of Justice's Antitrust Division
today cleared the $29 billion merger of Banc One Corporation with First
Chicago NBD Corporation after the banks agreed to divest 39 branch offices
in Indiana with total deposits of approximately $1.47 billion. In addition,
the banks have offered to sell certain middle market commercial loan
operations in Indiana and associated middle market commercial loans.
The Antitrust Division's investigation was conducted jointly with the
Indiana Attorney General's Office.

In order to resolve the Antitrust Division's concerns that the merger
would lessen competition for banking services, Ohio-based Banc One has
agreed to divest First Chicago NBD branches in the following Indiana
counties--Monroe, Harrison, Marion, Johnson, Hamilton, Morgan, Tippecanoe,
Lawrence, Jasper, and Carroll. Subject to regulatory approval, the 39
branches and associated loans and deposits that Banc One will divest
will be sold to one or more competitively suitable buyers.

"This settlement ensures that small and medium-sized business consumers
will continue to have the benefits of competition," stated Joel I. Klein,
Assistant Attorney General in charge of the Department's Antitrust Division.
"As a result, consumers will continue have a choice for their banking
needs, and will continue to receive competitive loan rates and other
banking services."

The proposed merger of Banc One and First Chicago NBD is subject to
the approval of the Board of Governors of the Federal Reserve System.
The Department said that it will advise the Federal Reserve Board that,
subject to divestiture of the branch offices and associated loans and
deposits, the Antitrust Division will not challenge the merger.

Banc One also agreed that it will not take steps to preclude other
financial institutions from leasing or purchasing any bank branches
that it may close due to consolidation resulting from the merger.

Banc One Corporation, based in Columbus, Ohio, has 1,300 offices located
in 12 states--Arizona, Colorado, Illinois, Indiana, Kentucky, Louisiana,
Ohio, Oklahoma, Texas, Utah, West Virginia, and Wisconsin. It has total
deposits of $77.4 billion and total assets of $147 billion.

First Chicago NBD Corporation, headquartered in Chicago, has 650 offices
primarily located in Michigan, Indiana and Illinois. It has total deposits
of $68 billion and total assets of $122 billion.